Securities Registration (section 12(b)) (8-a12b)
February 24 2023 - 4:07PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
NORTHERN
STAR INVESTMENT CORP. II
(Exact
Name of Registrant as Specified in Its Charter)
Delaware |
|
85-3909728 |
(State
or other jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification No.) |
|
|
c/o
Graubard Miller
The
Chrysler Building
405
Lexington Avenue, 44th Floor
New
York, NY |
|
10174 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e) please check the following box. ☒ |
|
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e) please check the following box. ☐ |
|
|
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐ |
|
|
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: |
|
333-251921 |
|
|
(If applicable) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class to be Registered |
|
Name
of Each Exchange on Which
Each
Class is to be Registered |
Units,
each consisting of one share of Class A common stock and one-fifth of one redeemable warrant |
|
NYSE
American LLC |
Class A
Common stock, par value $0.0001 per share |
|
NYSE
American LLC |
Redeemable
warrants, each whole warrant exercisable for shares of Class A common stock at an exercise price of $11.50 per share |
|
NYSE
American LLC |
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title
of Class)
Item 1. Description of Registrant’s Securities to be Registered.
The
securities to be registered hereby are the units, Class A common stock and redeemable warrants of Northern Star Investment Corp.
II (the “Company”). The description of the units, common stock and redeemable warrants contained under the heading
“Description of Securities” in the registration statement initially filed with the Securities and Exchange Commission on
January 6, 2021, as amended from time to time (File No. 333-251921) (the “Registration Statement”),
to which this Form 8-A relates and which is incorporated herein by reference. Any form of prospectus or prospectus supplement
to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference
herein.
Item 2. Index to Exhibits.
Pursuant
to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed because no other securities of the Company
are registered on NYSE American LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
|
NORTHERN
STAR INVESTMENT CORP. II |
|
|
|
Date:
February 24, 2023 |
By: |
/s/
Jonathan Ledecky |
|
|
Jonathan
Ledecky |
|
|
Chief
Operating Officer |
2
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